Macy’s (NYSE: M) trims 2025 Core Adjusted EBITDA margin guidance in 8-K/A

Rhea-AI Filing Summary

Macy’s, Inc. filed an amended report to correct a guidance figure previously shared with investors. The company had earlier furnished a press release with financial information for the 13- and 39-week periods ended November 1, 2025. This amendment replaces that release with a corrected version.

The correction updates Macy’s 2025 guidance for Core Adjusted EBITDA as a percent of total revenue to a range of 7.5% to 7.7%, instead of the earlier 7.5% to 7.8%. The updated press release, which also includes reconciliations for various non-GAAP measures such as adjusted EBITDA, core adjusted EBITDA, adjusted net income, and adjusted diluted EPS, is attached as an exhibit and incorporated by reference.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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FALSE000079436700007943672025-12-032025-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

MACY'S, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware			1-13536			13-3324058
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(212) 494-1621

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value per share			M			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Item 2.02 Results of Operations and Financial Condition

On December 3, 2025, Macy’s, Inc. (“Macy’s” or the “Company”) furnished a Current Report on Form 8-K that included a press release announcing Macy’s financial condition, results of operations and cash flows as of and for the 13 and 39 weeks ended November 1, 2025 (the “Original Form 8-K”). This Current Report on Form 8-K/A amends the Original Form 8-K solely to furnish a corrected version of the Press Release. The corrected Press Release corrects Core Adjusted EBITDA as a percent of total revenue in the 2025 Guidance table to 7.5% to 7.7% (instead of 7.5% to 7.8%).

The full text of the corrected Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Macy’s reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release referred to above contains non-GAAP financial measures of changes in comparable sales on an owned-plus-licensed and owned-plus-licensed-plus-marketplace basis, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, core adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share. Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share exclude certain items that consist of impairment, restructuring and other costs and loss on extinguishment of debt. Core adjusted EBITDA excludes certain items that consist of impairment, restructuring and other costs, loss on extinguishment of debt and gains on sale of real estate. A section has been included at the end of the press release that contains important additional information regarding these non-GAAP financial measures including reconciliation to the most directly comparable GAAP financial measure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1						Press Release of Macy’s dated December 3, 2025 (as corrected).
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

MACY'S, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MACY'S, INC.
Dated: December 3, 2025			By:			/s/ Paul Griscom
			Name:			Paul Griscom
			Title:			Senior Vice President and Controller

FAQ

What did Macy’s (M) change in this amended Form 8-K/A?

Macy’s filed an amendment to furnish a corrected press release. The key change is an updated 2025 guidance range for Core Adjusted EBITDA as a percent of total revenue to 7.5% to 7.7%, replacing the prior 7.5% to 7.8% range.

Which financial metric was corrected by Macy’s (M)?

The correction applies to Core Adjusted EBITDA as a percent of total revenue in Macy’s 2025 guidance table, which is now stated as 7.5% to 7.7%.

Does the Macy’s (M) amendment include full financial results?

The amendment itself explains the correction and attaches a corrected press release with Macy’s financial condition, results of operations and cash flows for the 13 and 39 weeks ended November 1, 2025.

What non-GAAP measures does Macy’s (M) highlight in the corrected release?

The corrected release includes non-GAAP measures such as EBITDA, adjusted EBITDA, core adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, along with reconciliations to the most comparable GAAP measures.

What adjustments are excluded in Macy’s (M) adjusted EBITDA and related metrics?

Macy’s states that adjusted EBITDA, adjusted net income, and adjusted diluted EPS exclude impairment, restructuring and other costs, and loss on extinguishment of debt. Core adjusted EBITDA further excludes gains on sale of real estate.

Where can investors find the reconciliations for Macy’s (M) non-GAAP measures?

A section at the end of the corrected press release provides reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure and additional information about these metrics.